22nd Feb 2012 09:35
HYUNDAI MOTOR COMPANY (HMC)
Corporate Disclosure to Korea Exchange
Disclosure Date : February 22, 2012
Disclosure Title : Notification and Agenda of the Annual General Meeting of
Shareholders
1. Date : 09:00, March 16, 2012 (Friday)
2. Place : Grand Hall, 2nd Floor West Building,
Hyundai Motor Company, 231, Yangjae-Dong, Seocho-Ku, Seoul, 137-938, Korea
3. Agenda
Item 1 Approval of financial statements for the 44th business year(2011.1.1 ~ 2011.12.31)
Item 2 Appointment of director(s) (2 internal, 2 external)
Name | Date of birth | Major Career | Transaction with the Company | Relationship with Maj. Shareholder |
Recommended by | ||||
Kim, Choong-Ho | 1951. Oct. 13 | ·;President of HMC (current) ·;Head of Korea Domestic Business Division (current) | None | None |
Board of Directors | ||||
Yoon, Gap-Han | 1958. Aug. 15 | ·;President of HMC Ulsan Plant (current) ·;Vice President of HMC (current) | None | None |
Board of Directors |
Name | Date of birth | Major Career | Transaction with the Company | Relationship with Maj. Shareholder |
Recommended by | ||||
Kang, Il-Hyung | 1949. Sep. 6 | ·;Of Counsel, Bae, Kim&Lee LLC (current) ·;Head of Daejeon Regional Tax Office (former) | None | Director of an affiliated company |
External Director Candidate Recomm- dation Committee | ||||
Yim, Young-Chul | 1957. Apr. 15 | ·;Lawyer, Shin&Kim (current) ·;Director General, Competition Policy Bureau, Fair Trade Commision (former) | None | Director of an affiliated company |
External Director Candidate Recomm- dation Committee |
Item 3 Appointment of member(s) of Audit Committee
Name | Date of birth | Major Career | Transaction with the Company | Relationship with Major Shareholder |
Recommended by | ||||
Kang, Il-Hyung | 1949. Sep. 6 | ·;Of Counsel, Bae, Kim&Lee LLC (current) ·;Head of Daejeon Regional Tax Office (former) | None | Director of an affiliated company |
Board of Directors | ||||
Yim, Young-Chul | 1957. Apr. 15 | ·;Lawyer, Shin&Kim (current) ·;Director General, Competition Policy Bureau, Fair Trade Commision (former) | None | Director of an affiliated company |
Board of Directors |
Item 4 Amendment to the Article of Incorporation
Article | Before Amendment | After Amendment | Purpose of Amendment |
Responsibility of Directors (Article 28) | (1) The Directors shall be responsible to the Company and any third party for the negligence of their duties, etc. in accordance with the Korean Commercial Code and other laws.
(2) The Directors shall perform their duties in good faith for the Company pursuant to the provisions of relevant laws and these Articles of Incorporation.
(3) The Company shall indemnify the Directors and Auditors from any legal expenses, losses, damages or liabilities borne or paid by them in relation to the service of their duties; provided that such loss, damages or liabilities are not incurred by the breach of the relevant Director's obligation due to its willful misconduct or gross negligence, and that such indemnification by the Company is permitted by law. | (1) The Directors shall be responsible to the Company and any third party for the negligence of their duties, etc. in accordance with the Korean Commercial Code and other laws.
(2) In accordance with the above provision, a monetary responsibility cap for the directors' negligence of their duties is sixfold of (in case of outside directors, threefold of) his or her compensation of one year from the day prior to such event. However, if the director caused damage by intentional or significant malpractice, or if the relevant code does not adopt the monetary responsibility cap, then the company shall not adopt the monetary responsibility cap.
(3) The Directors shall perform their duties in good faith for the Company pursuant to the provisions of relevant laws and these Articles of Incorporation.
(4) The Company shall indemnify the Directors and Auditors from any legal expenses, losses, damages or liabilities borne or paid by them in relation to the service of their duties; provided that such loss, damages or liabilities are not incurred by the breach of the relevant Director's obligation due to its willful misconduct or gross negligence, and that such indemnification by the Company is permitted by law. | Revised Korean Commercial Code (addition of Article 400) |
Board of Directors (Article 29) | (4) A resolution of the Board of Directors shall be adopted by the majority vote of the Directors present at the relevant meeting at which 50% of all Directors of the Company are present. | (4) A resolution of the Board of Directors shall be adopted by the majority vote of the Directors present at the relevant meeting at which 50% of all Directors of the Company are present. However, the company shall follow relevant provisions if the relevant provision states otherwise. | Revised Korean Commercial Code (addition of Article 397-2) |
Issuance of corporate bond (Article 29-5) | (1) The company may issue corporate bond upon the approval of the Board of Directors. (2) The Board of Directors may authorize representative directors to issue corporate bonds within a period of one year after the Board of Directors determines the amount and terms of corporate bonds. | Revised Korean Commercial Code (addition of Article 469) | |
Recommendation committee on Candidate for Outside Directors (Article 31-2) | A half (1/2) or more of the Committee members shall be composed of Outside Directors. The Committee shall recommend candidates for Outside Directors who shall be elected at the General Meeting of Shareholders. | The Majority of the Committee members shall be composed of Outside Directors. The Committee shall recommend candidates for Outside Directors who shall be elected at the General Meeting of Shareholders. | Revised Korean Commercial Code (Revision of Article 542-8) |
Preparation of Financial Statement (Article 35) | The Representative Director shall prepare the following documents, detailed statements incidental thereto and a business report, and submit them to the Ordinary General Meeting of Shareholders after they have been audited by the Audit Committee: 1.Balance sheet; 2.Profit and loss statement; 3.Statement of distribution of earned surplus or statement of disposition of deficit. | The Representative Director shall prepare the following documents, detailed statements incidental thereto and a business report, and submit them to the Ordinary General Meeting of Shareholders after they have been audited by the Audit Committee: 1.Balance sheet; 2.Profit and loss statement; 3. Other documents required by relevant regulation indicating financial position and business performance of the company. | Revised Korean Commercial Code (Revision of Article 447) |
Addendum (2012.3.16) | Article 1. (Effective Date) These Amended Articles of Incorporation shall be effective on and after April 15, 2012. |
Item 5 Approval of compensation cap for directors
2010 | 2011 | |
Number of BOD (External Directors) | 9(5) | 9(5) |
Compensation Cap | 15 billion Korean Won | 15 billion Korean Won |
4. Board decision Date: 2012-02-22
- Attendance of outside directors: 4 out of 5
- Attendance of auditors: Yes
* Hyundai Motor Company's audit committee members are all outside directors.
* Relevant Disclosure: 2012. 1. 26. "Calling of Annual General Meeting of Shareholders"
Related Shares:
Hyundai Mtr.gdr